Circular Letter CVM/SEP 02/2019

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br Circular Letter No. 02/2019/CVM/SEP Rio de Janeiro, February 19, 2019

To securities issuers,

Subject: Guidelines regarding the application of CVM Deliberation No. 809/2019

Dear Directors,

We refer to CVM Deliberation No. 809/2019 (“Deliberation”), issued by the Board of this Agency on 02/19/2019, which establishes an exemption regarding the prohibition period provided for in public distribution offers of securities registered and temporarily establishes the possibility of confidential review of requests for registration of public distribution offers of shares and of securities issuers admitted to trading.

Initially, we emphasize that this Circular Letter must be read together with Circular Letter No. 1/2019/CVM/SRE, intended for offerors and intermediaries of securities.

1. Request for reserved treatment in the presentation of the registration request

When requesting the confidential review of requests (i) for initial category A registration with concomitant initial public distribution offer of shares, (ii) for registration of public distribution offer of shares of issuers registered in category A, (iii) for conversion from category B to category A with concomitant request for registration of public distribution offers of shares, the issuer must:

a) indicate the period during which such information must remain reserved in case of withdrawal or denial; and b) declare the justification for the confidentiality of the requests, including the reasons why its disclosure may represent a competitive advantage to other economic agents or put at risk the legitimate interest of the company.

1.1 Initial category A registration request with concomitant request for registration of public distribution offer of shares

The initial registration request for an issuer made together with a request for confidential review of registration of public distribution offer of shares, as well as all documents related to the registration requirements of the open company, provided for in ICVM No. 480/09, must be presented exclusively in electronic form through the Empresas.NET System, as guided in section “2.2 Issuer Registration Request” of CIRCULAR LETTER/CVM/SEP/No.02/2018.

In this scenario, currently documents delivered through the Empresas.Net System are no longer made available on the CVM website until the registration is granted by the CVM.

In any case, the initial petition presented electronically through the Empresas.NET System, requesting the registration of issuers registered in category A, must make express mention of the submission of the request under reserved treatment, in accordance with CVM Deliberation No. 809/19.

1.2 Request for registration of public distribution offer of shares for issuers already registered in category A and request for conversion from category B to category A with concomitant request for registration of public distribution offer of shares

As stated in Joint Circular Letter No. 1/2019/CVM/SEP/SIN/SMI/SNC/SRE, since 01/07/2019, the digital protocol tool for documents presented to the CVM has been operational, which allows the identification of the recipient Organizational Component.

At the time of requesting the protocol, an electronic form called “Digital Document Protocol” is filled out, with the data of the request object and indication of the protocolled files.

The reserved nature of the request must be signaled at this moment, in the following fields:

i) In item 1 - “Document Data”: in the “Request Description” field, after specifying the registration request of the offer and, if applicable for registration, the applicant must insert the phrase “under reserve, in accordance with CVM Deliberation No. 809/19”; and ii) In item 2 - “Files”: the “Confidential” check box must be marked.

It is the sole responsibility of the issuer to clearly identify the request for reserved treatment, in accordance with CVM Deliberation No. 809/19, which will necessarily be granted if the aforementioned procedures are followed, and this initial petition, the reference form (although prepared in the Empresas.Net System), and the other documents of the already registered issuer must be sent through the CVM digital protocol system in the manner mentioned above.

We also remind you that the guidelines that may be provided by self-regulatory entities that conduct preliminary analyses of simplified procedures, in accordance with CVM Instruction No. 471/08, as well as by the administrators of organized markets where the shares subject to the public distribution offer will be admitted to trading, regarding the form of identification of the submission of reserved treatment of registration requests for offers, must also be observed.

2. Potential leak of the registration request

If the public distribution registration request presented under confidential review escapes control, it is the responsibility of the issuer to disclose it immediately, in accordance with CVM Instruction No. 358/02.

To avoid this situation, the issuer must protect itself with its interlocutors, emphasizing that the intention to carry out a public distribution of shares must be kept confidential until its regular and broad disclosure to the market.

3. Responsibility for information provided in the offer documentation

It is worth highlighting that, in accordance with art. 56, of ICVM No. 400/03, the issuer is responsible for the veracity, consistency, quality, and sufficiency of the information provided at the time of the registration of the offer and provided to the market during the distribution.

In this sense, without prejudice to the obligations of the lead intermediary, the issuer must take all precautions, responding for lack of diligence or omission, to ensure that the offeror observes its duty of responsibility for the information provided and also to guarantee that the information provided to the market during the entire distribution period, including any eventual or periodic information that may integrate the prospectus, are sufficient.

Finally, we once again emphasize the need to read Circular Letter No. 1/2019/CVM/SRE, including regarding the imputation of responsibilities to other market participants mentioned therein.

Sincerely,

Digitally signed by
FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations